Corporate Governance

The Board of Supervisory Directors and the Management of HES Beheer attach considerable importance to good corporate governance. They endorse the view that good entrepreneurship, including transparent action with integrity by the management, as well as good supervision of this by the Board of Supervisory Directors, are essential conditions for instilling confidence in the management and supervision of this by stakeholders. At HES Beheer, the assurances for good corporate governance are found primarily in a culture distinguished by professionalism and common

On 10 December 2008, the Corporate Governance Code Monitoring Commission (the Frijns Commission) presented the updated Code. This Commission amended the Code in response to a number of national and international developments since the introduction of the original Code in December 2003. The main changes concern the remuneration of managers, risk management and the risk paragraph, the internal audit function, corporate social responsibility, the shareholders and the general meeting of shareholders and the composition of the Board of Supervisory Directors.

The General Administrative Order pursuant to Article 2:391(5) of the Netherlands Civil Code, which designates the updated Code as the Code with which companies must comply, was published on 21 December 2009. The Order is effective for annual reports on financial years commencing on or after 1 January 2009. The Order took effect on 1 January 2010.

An examination of the corporate governance structure of HES Beheer with respect to the Code reveals that HES Beheer upholds the principles of the Code and that the majority of the principles and best-practice provisions are satisfactorily adhered to in the principles and codes already applied by HES. Certain elements of the Code are less applicable to HES Beheer. A document containing the full text of the Code, stating for each best-practice provision whether HES Beheer already applies that provision or plans to do so, can be found on the Dutch version of the company website. The AGM held on 14 May 2013 approved the company's corporate governance policy.

For the complete text of the corporate governance code we refer to the Dutch version of this website.